<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarterly Period Ended Commission File Number:
March 31, 2000 0-24113
ROCKDALE NATIONAL BANCSHARES, INC.
- --------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Georgia 58-2292563
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. Box 82030, Conyers, Georgia 30013
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (770) 785-7880
------------------------------------------------------
Not Applicable
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes X No _____________
-----------
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
<TABLE>
<S> <C>
Common Stock, $1.00 Par Value 676,188
- ---------------------------------------- ----------------------------------------
Class Outstanding as of April 30, 2000
</TABLE>
Transitional Small Business Disclosure Format:
Yes ___________ No X
-----------
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
- ------ --------------------
ROCKDALE NATIONAL BANCSHARES, INC.
AND SUBSIDIARY
Consolidated Balance Sheet
<TABLE>
<CAPTION>
March 31, 2000 December 31,
ASSETS (Unaudited) 1999
- ------ ----------- ------------
<S> <C> <C>
Cash and due from banks................................................. $ 3,235,738 $ 3,389,459
Federal funds sold...................................................... 4,040,000 1,450,000
Investment securities available for sale,
at market value.............................................. 10,200,926 10,217,921
Other investments....................................................... 305,000 305,000
Loans, net of allowance for loan losses of $580,446
at March 31, 2000 and $531,024 at December 31, 1999.......... 41,955,219 40,884,119
Premises and equipment, net............................................. 3,072,703 3,119,418
Accrued interest receivable............................................. 382,898 406,245
Other assets............................................................ 137,116 547,052
------------- ------------
Total assets................................................... $ 63,329,600 $ 60,319,214
============= ============
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Deposits
Noninterest-bearing demand .................................... $ 9,962,069 $ 11,162,952
Interest-bearing demand and money market ...................... 20,219,779 16,909,820
Savings........................................................ 1,450,887 1,393,257
Time deposits of $100,000 or more.............................. 6,493,342 6,295,089
Other time deposits............................................ 16,857,474 16,471,710
------------- ------------
Total deposits........................................ 54,983,551 52,232,828
Accrued interest payable................................................ 66,462 66,271
Other liabilities....................................................... 106,025 105,150
Other borrowings........................................................ 2,500,000 2,500,000
------------- ------------
Total liabilities..................................... $ 57,656,038 $ 54,904,249
============= ============
Shareholders' Equity:
Common stock, $1.00 par value,
10,000,000 shares authorized,
676,188 shares issued and outstanding.......................... 676,188 676,188
Surplus................................................................. 6,051,196 6,051,196
Retained earnings (deficit)............................................. (707,586) (957,005)
Unrealized loss on investment securities available for sale............. (346,236) (355,414)
------------- ------------
Total Shareholders' Equity..................................... 5,673,562 5,414,965
Total Liabilities and
Shareholders' Equity..................................... $ 63,329,600 $ 60,319,214
============= ============
</TABLE>
Refer to notes to the unaudited consolidated financial statements.
2
<PAGE>
ROCKDALE NATIONAL BANCSHARES, INC.
AND SUBSIDIARY
Consolidated Statements of Income
For the Three Months Ended
March 31, 2000 and March 31, 1999
<TABLE>
<CAPTION>
For the Three Months
ended March 31,
----------------------------
2000 1999
---------- --------
<S> <C> <C>
Interest income
Loans, including fees.............................................. $1,004,869 $ 433,943
Investment securities:
U.S. Government agencies and corporations...................... 153,259 139,235
Other investments.............................................. 7,208 5,400
Federal funds sold................................................. 53,921 50,223
---------- ----------
Total interest income.......................................... 1,219,257 628,801
---------- ----------
Interest expense
Interest bearing demand and money market........................... 170,212 137,742
Savings............................................................ 8,265 5,197
Time deposits of $100,000 or more.................................. 92,073 46,602
Other time deposits................................................ 231,640 51,071
Federal Home Loan Bank Advances..................................... 35,011 0
Federal funds sold.................................................. 13 0
---------- ----------
Total interest expense......................................... 537,214 240,612
---------- ----------
Net interest income............................................ 682,043 388,189
Provision for possible loan losses....................................... 31,962 64,868
---------- ----------
Net interest income after provision
for possible loan losses........................................... 650,081 323,321
---------- ----------
Other income
Service charges on deposit accounts................................ 90,892 41,508
Investment securities gains, net................................... 0 462
Other income....................................................... 21,638 9,856
---------- ----------
Total other income............................................. 112,530 51,826
---------- ----------
Other expense
Salaries and other compensation.................................... 183,465 151,023
Employee benefits.................................................. 49,025 30,886
Net occupancy and equipment expense................................ 93,930 65,471
Professional and other outside services............................ 68,284 73,977
Other expense...................................................... 118,489 83,648
---------- ----------
Total other expenses........................................... 513,193 405,005
---------- ----------
Income (loss) before taxes............................................... 249,418 (29,858)
Income taxes............................................................. -- --
---------- ----------
Income (loss)............................................................ $ 249,418 $ (29,858)
========== ==========
Basic income (loss) per share............................................ $ 0.37 $ (0.04)
========== ==========
Diluted Income (loss) per share.......................................... $ 0.33 $ (0.04)
========== ==========
</TABLE>
Refer to notes to the unaudited consolidated financial statements.
3
<PAGE>
ROCKDALE NATIONAL BANCSHARES, INC.
AND SUBSIDIARY
Consolidated Statements of Cash Flows
For the Three Months Ended
March 31, 2000 and March 31, 1999
(Unaudited)
<TABLE>
<CAPTION>
For the Three Months
ended March 31,
---------------------------
2000 1999
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss).................................................... $ 249,418 $ (29,858)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Net amortization of investment
securities................................................... 10,732 14,890
Depreciation and amortization of premises
and equipment.................................................... 50,057 29,202
Provision for loan losses........................................ 31,962 64,867
(Increases) decreases in other assets............................ 409,936 (7,373)
(Increases) decreases in accrued interest
receivable.................................................... 23,347 (4,666)
Increases (decreases) in accrued interest payable................ 191 6,453
Increases (decreases) in other liabilities....................... 875 12,649
----------- ------------
Net cash provided from operating
activities...................................... 776,518 86,164
----------- ------------
Cash flows from investing activities:
Purchases of investment securities
available for sale............................................... - (2,810,813)
Purchase of FHLB stock............................................... - (100,700)
Calls of investment securities available for sale.................... - 1,799,538
Maturities of investment securities available for sale............... 15,442 29,052
Loans originated, net of principal repayments........................ (1,103,062) (5,172,086)
Purchases of premises and equipment.................................. (3,342) (535,530)
----------- ------------
Net cash used by investing activities........... (1,090,962) (6,790,539)
----------- ------------
Cash flows from financing activities:
Increase in deposits................................................. 2,750,723 6,724,439
----------- ------------
Net cash provided from financing
activities...................................... 2,750,723 6,724,439
----------- ------------
Net increase in cash and cash equivalents.................................. 2,436,279 20,065
Cash and cash equivalents,
beginning of period.................................................. 4,839,459 5,939,184
----------- ------------
Cash and cash equivalents,
end of period........................................................ $ 7,275,738 $ 5,959,249
=========== ============
</TABLE>
Refer to notes to the unaudited consolidated financial statements.
4
<PAGE>
ROCKDALE NATIONAL BANCSHARES, INC.
AND SUBSIDIARY
Notes to Unaudited Consolidated Financial Statements
March 31, 2000
Note 1 - Basis of Presentation
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions for Form 10-QSB. Accordingly,
they do not include all the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the opinion
of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the three-month period ended March 31, 2000 are not necessarily
indicative of the results that may be expected for the year ending December 31,
2000. For further information, refer to the financial statements and footnotes
included in the Company's annual report on Form 10-KSB for the year ended
December 31, 1999.
Note 2 - Loans
Loans are reported at the gross amount outstanding, reduced by the net
deferred loan fees and a valuation allowance for loan losses. Interest Income is
recognized over the terms of the loans based on the unpaid daily principal
amount outstanding. If the collectibility of interest appears doubtful, the
accrual thereof is discontinued. Loan organization fees, net of direct loan
origination costs, are deferred and recognized as income over the life of the
loan on a level-yield basis.
Major classifications of loans are as follows:
<TABLE>
<CAPTION>
March 31, 2000 December 31, 1999
-------------- -----------------
<S> <C> <C>
Commercial, financial and agricultural $ 5,470,000 $ 5,634,000
Real estate - construction 12,828,000 12,093,000
Real estate - mortgage 21,614,000 20,882,000
Installment & simple interest 2,713,000 2,899,000
----------- -----------
Total loans $42,625,000 $41,508,000
Deferred loan fees (90,000) (93,000)
----------- -----------
Total loans, net of deferred fees $42,535,000 $41,415,000
=========== ===========
</TABLE>
During the quarter ended March 31, 2000, there were no charge offs and
no nonperforming loans.
Note 3 - Earnings Per Share
Basic and diluted loss per share are based on 676,188 weighted average
shares outstanding for the quarters ended March 31, 2000 and March 31, 1999.
There were 65,329 and 81,756 potential weighted common shares outstanding at
March 31, 1999 and March 31, 2000, respectively, related to common stock
5
<PAGE>
options. For 1999, these shares were not included in the computation of the
diluted loss per share amount because the Company was in a net loss position
and, thus, any potential common shares were anti-dilutive.
Note 4 - New Accounting Pronouncements
The Financial Accounting Standards Board has issued Statement of
Financial Accounting Standards No. 133 (SFAS 133) "Accounting for Derivative
Instruments and Hedging Activities." SFAS 133 is effective for fiscal years
beginning after June 15, 2000. Under SFAS 133, a company will recognize all
free-standing derivative instruments in the statement of financial position as
either assets or liabilities and will measure them at fair value. The difference
between a derivative's previous carrying amount and its fair value shall be
reported as a transition adjustment presented in net income or other
comprehensive income, as appropriate, in a manner similar to the cumulative
effect of a change in accounting principle. This statement, also determines the
accounting for the change in fair value of a derivative, depending on the
intended use of the derivative and resulting designation. The adoption of SFAS
133 is not expected to have a significant impact on the consolidated financial
condition or results of operations of the Company.
6
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
- ------ -----------------------------------------------------------------------
of Operations
-------------
Rockdale National Bancshares, Inc. (the "Company") was incorporated in
Georgia on February 13, 1997 to become a bank holding company and to own and
control all of the outstanding shares of a de novo bank, Rockdale National Bank,
Conyers, Georgia (the "Bank"). In a public offering conducted during 1997, the
Company sold and issued 676,188 shares of its own $1.00 par value common stock
at $10.00 per share. Proceeds from the stock offering amounted to $6,736,384,
net of selling expenses. The Company purchased 100% of the Bank's common stock
by injecting $6.0 million into the Bank's capital accounts immediately prior to
commencement of banking operations on October 14, 1997.
Financial Condition
-------------------
Management continuously monitors the financial condition of the Bank in
order to protect depositors, increase retained earnings and protect current and
future earnings. Further discussion of significant items affecting the Bank's
financial condition are discussed in detail below.
Total assets increased by $3,010,386 from $60,319,214 at December 31,
1999 to $63,329,600 at March 31, 2000. Gross loans increased by $1,029,735 from
$41,505,930 to $42,535,665. Federal Funds sold increased by $2,590,000 from
$1,450,000 to $4,040,000. Investments decreased $16,995 from $10,217,921 to
$10,200,926 during the first quarter of the fiscal year.
Deposits increased by $2,750,723 from $52,232,828 at December 31, 1999
to $54,983,551 at March 31, 2000. Noninterest bearing deposits decreased by
$1,200,883 from $11,162,952 to $9,962,069. Interest bearing demand deposits and
money market accounts increased by $3,309,959 during the quarter to $20,219,779
at March 31, 2000. It is management's opinion that the Bank maintains
competitive deposit rates while exercising prudent strategies in competing with
local institutions.
At March 31, 2000, the Bank's equity was 8.96% of its assets, a decrease
from 8.98% at December 31, 1999. The Bank's loan to deposit ratio decreased from
78.3% to 76.3%. Approximately 42.47% of the Bank's deposits were in IRAs and
certificates of deposit at March 31, 2000. At year end, IRAs and certificates of
deposit were 43.59% of total deposits.
The Bank maintains federal funds lines totaling $4,000,000 with three
regional banks in an effort to support short term liquidity and offset interest
rate risk in the loan or investment portfolio. The Bank is a member of the
Federal Home Loan Bank and is eligible to apply for the term advances.
Asset Quality
- -------------
A major key to long-term earnings growth is the maintenance of a high-
quality loan portfolio. The Bank's directive in this regard is carried out
through its policies and procedures for extending credit to the Bank's
customers. The goal and result of these policies and procedures is to provide a
sound basis for new credit extensions and an early recognition of problem assets
to allow the most flexibility in their timely disposition.
Additions to the allowance for loan losses will be made periodically to
maintain the allowance at an appropriate level based upon management's analysis
of potential risk in the loan portfolio. The amount of the loan loss provision
is determined by an evaluation of the level of loans outstanding, the level of
non- performing loans, historical loan loss experience, delinquency trends, the
amount of actual losses charged to the allowance in a given period, and
assessment of present and anticipated economic conditions.
7
<PAGE>
At December 31, 1999, the allowance for loan losses amounted to $531,024. By
March 31, 2000, the allowance had increased to $580,446. The allowance for loan
losses, as a percentage of total gross loans, increased slightly from 1.28% to
1.36% of total gross loans during the three-month period ended March 31, 2000.
Management considers the allowance for loan losses to be adequate and sufficient
to absorb possible future losses; however, there can be no assurance that
charge-offs in future periods will not exceed the allowance for loan losses or
that additional provisions will not be required.
Liquidity and Sources of Capital
- --------------------------------
Liquidity is the Company's ability to meet all deposit withdrawals
immediately, while also providing for the credit needs of customers. The
financial statements, as of March 31, 2000, evidence a satisfactory liquidity
position as total cash and cash equivalents amounted to $7,275,738, representing
11.5% of total assets. Investment securities amounted to $10,200,926,
representing 16.1% of total assets; these securities provide a secondary source
of liquidity since they can be converted into cash in a timely manner. Note that
the Company's ability to maintain and expand its deposit base and borrowing
capabilities is a source of liquidity. For the three-month period ended March
31, 2000, total deposits increased from $52.2 million at December 31, 1999 to
$55.0 million, representing an annualized increase of 21.1%. The Company's
management closely monitors and maintains appropriate levels of interest earning
assets and interest bearing liabilities so that maturities of assets are such
that adequate funds are provided to meet customer withdrawals and loan demand.
There are no trends, demands, commitments, events or uncertainties that will
result in, or are reasonably likely to result in, the Company's liquidity
increasing or decreasing in any material way.
Management is committed to maintaining capital at a level sufficient to
protect depositors, provide for reasonable growth, and fully comply with all
regulatory requirements.
The table below illustrates the Bank's and the Company's regulatory capital
ratios at March 31, 2000:
<TABLE>
<CAPTION>
Minimum
March 31, regulatory
Bank 2000 requirement
---------- ------------- ----------------
<S> <C> <C>
Tier 1 Capital 11.2% 4.0%
----- -----
Tier 2 Capital 1.1% --%
----- -----
Total risk-based capital ratio 12.3% 8.0%
===== =====
Leverage ratio 8.9% 3.0%
----- =====
Company - Consolidated
----------------------
Tier 1 Capital 12.0% 4.0%
Tier 2 Capital 1.1% --%
----- -----
Total risk-based capital ratio 13.1% 8.0%
===== =====
Leverage ratio 9.5% 4.0%
===== =====
</TABLE>
8
<PAGE>
Results Of Operations
---------------------
Net income (loss) for the three-month period ended March 31, 2000 amounted
to $249,418, or $0.37 per share, compared to $(29,858), or $(0.04) per share,
for the three-month period ended March 31, 1999. The following is a brief
discussion of the more significant components of net income.
a. Net interest income represents the difference between interest earned
on interest bearing assets and interest paid on interest bearing
liabilities. The following table presents the main components of
interest bearing assets and interest bearing liabilities. Net interest
income increased by $293,854 from $388,189 for the three months ended
March 31, 1999 to $682,043 for the three months ended March 31, 2000.
Yield on earning assets increased to 4.74% for the first quarter of
2000 from 4.65% for the first quarter of 1999.
<TABLE>
<CAPTION>
Interest Interest
Earning Assets/ Average Income/ Yield/
Bearing Liabilities Balance Cost Cost
------------------- ------- ----------- ----
<S> <C> <C> <C>
Federal funds sold $ 4,357,742 $ 53,921 4.95%
Securities 10,386,254 153,259 5.90%
Other investments 456,340 7,208 6.32%
Loans 42,249,894 1,004,869 9.51%
----------- ----------- -----
Total $57,450,230 $ 1,219,257 8.49%
=========== =========== =====
Federal funds purchased -- 13 0.00%
Federal home loan bank
advances 2,500,000 35,011 5.60%
Deposits 45,045,029 502,190 4.46%
----------- ----------- -----
Total $47,545,029 $ 537,214 4.52%
=========== =========== =====
Net interest income $ 682,043 4.03%
=========== =====
Net yield on earning assets 4.75%
=====
</TABLE>
b. Other income for the three-month period ended March 31, 2000 amounted to
$112,530. On an annualized basis, this represents 0.71% of total average
assets. Of this amount, $90,892 was comprised of service charges. This
figure is relatively low because, in order to attract new banking
relationships, the Bank's fee structure and charges are low when compared
to other banks. The above fees and charges may increase in the future. At
March 31, 1999, fee income for the first quarter was $41,508.
c. Operating expenses for the three-month period ended March 31, 2000 amounted
to $513,193. On an annualized basis, this represents 3.25% of total average
assets. In the future this percentage may increase due to costs and
expenses associated with the Bank's growth. At March 31, 1999, operating
expenses were $405,005.
d. The Bank has operated at a cumulative loss since inception and therefore it
has no income tax liability.
9
<PAGE>
The Company is not aware of any current recommendation by the regulatory
authorities which, if they were to be implemented, would have a material effect
on the Company's liquidity, capital resources, or results of operations.
Cautionary Note Regarding Forward-Looking Statements
- ----------------------------------------------------
The Company may, from time to time, make written or oral forward-looking
statements, including statements contained in the Company's filings with the
Securities and Exchange Commission (the "Commission") and its reports to
stockholders. Such forward-looking statements are made based on management's
belief as well as assumptions made by, and information currently available to,
management pursuant to "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. The Company's actual results may differ
materially from the results anticipated in these forward-looking statements due
to a variety of factors, including governmental monetary and fiscal policies,
deposit levels, loan demand, loan collateral values, securities portfolio values
and interest rate risk management; the effects of competition in the banking
business from other commercial banks, savings and loan associations, mortgage
banking firms, consumer finance companies, credit unions, securities brokerage
firms, insurance companies, money market mutual funds and other financial
institutions operating in the Company's market area and elsewhere, including
institutions operating through the Internet; changes in government regulations
relating to the banking industry, including regulations relating to branching
and acquisitions; failure of assumptions underlying the establishment of
allowances for loan losses, including the value of collateral underlying
delinquent loans, and other factors. The Company cautions that such factors are
not exclusive. The Company does not undertake to update any forward-looking
statements that may be made from time to time by, or on behalf of, the Company.
10
<PAGE>
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K
- ------ --------------------------------
(a) Exhibits. The following exhibit is filed with this Report.
Exhibit No. Description
----------- -----------
27.1 Financial Data Schedule (for SEC use only)
(b) Reports on Form 8-K. No report on Form 8-K was filed during the quarter
ended March 31, 2000.
11
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: May 12, 2000 By: /s/ William L. Daniel
--------------------------------------------
William L. Daniel, President and Chief
Executive Officer
(principal executive officer)
Date: May 12, 2000 By: /s/ Brian D. Hawkins
--------------------------------------------
Brian D. Hawkins, Chief Financial Officer
(principal financial and accounting officer)
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF ROCKDALE NATIONAL BANCSHARES, INC. FOR THE
THREE-MONTH PERIOD FROM JANUARY 1, 2000 THROUGH MARCH 31, 2000 AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 3,235,738
<INT-BEARING-DEPOSITS> 148,451
<FED-FUNDS-SOLD> 4,040,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 10,852,161
<INVESTMENTS-MARKET> 10,505,926
<LOANS> 42,535,665
<ALLOWANCE> 580,446
<TOTAL-ASSETS> 63,329,600
<DEPOSITS> 54,983,551
<SHORT-TERM> 0
<LIABILITIES-OTHER> 172,487
<LONG-TERM> 2,500,000
0
0
<COMMON> 676,188
<OTHER-SE> 4,997,374
<TOTAL-LIABILITIES-AND-EQUITY> 63,329,600
<INTEREST-LOAN> 1,004,869
<INTEREST-INVEST> 160,467
<INTEREST-OTHER> 53,921
<INTEREST-TOTAL> 1,219,257
<INTEREST-DEPOSIT> 502,190
<INTEREST-EXPENSE> 537,214
<INTEREST-INCOME-NET> 682,043
<LOAN-LOSSES> 31,962
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 513,193
<INCOME-PRETAX> 249,418
<INCOME-PRE-EXTRAORDINARY> 249,418
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 249,418
<EPS-BASIC> .37
<EPS-DILUTED> .33
<YIELD-ACTUAL> 4.75
<LOANS-NON> 0
<LOANS-PAST> 12,932
<LOANS-TROUBLED> 450,000
<LOANS-PROBLEM> 77,000
<ALLOWANCE-OPEN> 531,024
<CHARGE-OFFS> 0
<RECOVERIES> 17,461
<ALLOWANCE-CLOSE> 0
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 580,446
</TABLE>
